Cherry Studio Commercial License Agreement

This document was translated from Chinese by AI and has not yet been reviewed.

Cherry Studio License Agreement

By using or distributing any part or element of the Cherry Studio Materials, you will be deemed to have acknowledged and accepted the content of this Agreement, which shall become effective immediately.

I. Definitions

1. This Cherry Studio License Agreement (hereinafter referred to as the “Agreement”) shall mean the terms and conditions for use, reproduction, distribution, and modification of the Materials as defined by this Agreement.

2. “We” (or “Us”) shall mean Shanghai Qianhui Technology Co., Ltd.

3. “You” (or “Your”) shall mean a natural person or legal entity exercising the rights granted by this Agreement, and/or using the Materials for any purpose and in any field of use.

4. “Third Party” shall mean an individual or legal entity that does not have common control with either Us or You.

5. “Cherry Studio” shall mean this software suite, including but not limited to [e.g., core libraries, editors, plugins, sample projects], as well as source code, documentation, sample code, and other elements of the foregoing distributed by Us. (Please describe in detail according to the actual composition of Cherry Studio)

6. “Materials” shall collectively refer to the proprietary Cherry Studio and documentation (and any part thereof) of Shanghai Qianhui Technology Co., Ltd., provided under this Agreement.

7. “Source” form shall mean the preferred form for making modifications, including but not limited to source code, documentation source files, and configuration files.

8. “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

9. “Commercial Use” means for the purpose of direct or indirect commercial gain or commercial advantage, including but not limited to sales, licensing, subscriptions, advertising, marketing, training, consulting services, etc.

10. “Modification” means any change, adjustment, derivation, or secondary development of the Source form of the Materials, including but not limited to modifying the application name, logo, code, functionality, interface, etc.

II. Grant of Rights

1. Free Commercial Use (Limited to Unmodified Code): We hereby grant You a non-exclusive, worldwide, non-transferable, royalty-free license, under the intellectual property or other rights owned by Us or embodied in the Materials, to use, reproduce, distribute, copy, and distribute the unmodified Materials, including for Commercial Use, subject to the terms and conditions of this Agreement.

2. Commercial License (When Required): When the conditions described in Section III “Commercial License” are met, you must obtain an explicit written commercial license from Us to exercise the rights under this Agreement.

III. Commercial License

In any of the following situations, you must contact Us and obtain an explicit written commercial license before you can continue to use the Cherry Studio Materials:

1. Modification and Derivation: You modify the Cherry Studio Materials or develop derivatives based on them (including but not limited to modifying the application name, logo, code, functionality, interface, etc.).

2. Enterprise Services: Providing services based on Cherry Studio within your enterprise or to enterprise customers, where such service supports 10 or more cumulative users.

3. Hardware Bundling: You pre-install or integrate Cherry Studio into hardware devices or products for bundled sales.

4. Large-Scale Procurement by Government or Educational Institutions: Your use case is part of a large-scale procurement project by a government or educational institution, especially when it involves sensitive requirements such as security and data privacy.

5. Public-Facing Cloud Services: Providing public-facing cloud services based on Cherry Studio.

IV. Redistribution

You may distribute copies of the unmodified Materials, or provide them as part of a product or service that includes the unmodified Materials, in Source or Object form, provided that You meet the following conditions:

1. You must provide a copy of this Agreement to any other recipient of the Materials;

2. You must, in all copies of the Materials that you distribute, retain the following attribution notice and place it in a “NOTICE” or similar text file distributed as part of such copies: `"Cherry Studio is licensed under the Cherry Studio LICENSE AGREEMENT, Copyright (c) 上海千彗科技有限公司. All Rights Reserved."` (Cherry Studio is licensed under the Cherry Studio License Agreement, Copyright (c) 上海千彗科技有限公司. All rights reserved.)

V. Rules of Use

1. The Materials may be subject to export controls or restrictions. You shall comply with applicable laws and regulations when using the Materials.

2. If You use the Materials or any of their outputs or results to create, train, fine-tune, or improve software or models that will be distributed or provided, We encourage You to prominently display “Built with Cherry Studio” or “Powered by Cherry Studio” in the relevant product documentation.

VI. Intellectual Property

1. We retain all intellectual property rights in and to the Materials and derivative works made by or for Us. Subject to the terms and conditions of this Agreement, the ownership of intellectual property rights for modifications and derivative works of the Materials made by You will be stipulated in a specific commercial license agreement. Without obtaining a commercial license, You do not own the rights to your modifications and derivative works of the Materials, and their intellectual property rights remain with Us.

2. No trademark license is granted to use Our trade names, trademarks, service marks, or product names, except as required for reasonable and customary use in describing and redistributing the Materials or as required to fulfill the notice obligations under this Agreement.

3. If You initiate a lawsuit or other legal proceeding (including a counterclaim or cross-claim in a lawsuit) against Us or any entity, alleging that the Materials or any of its outputs, or any portion of the foregoing, infringes any intellectual property or other rights owned or licensable by You, then all licenses granted to You under this Agreement shall terminate as of the date such lawsuit or other legal proceeding is initiated or filed.

VII. Disclaimer and Limitation of Liability

1. We have no obligation to support, update, provide training for, or develop any further versions of the Cherry Studio Materials, nor to grant any related licenses.

2. The Materials are provided "as is" without any warranty of any kind, either express or implied, including warranties of merchantability, non-infringement, or fitness for a particular purpose. We make no warranty and assume no responsibility for the security or stability of the Materials and their outputs.

3. In no event shall We be liable to You for any damages, including but not limited to any direct, indirect, special, or consequential damages, arising out of your use or inability to use the Materials or any of their outputs, however caused.

4. You will defend, indemnify, and hold Us harmless from any claims by any third party arising out of or related to your use or distribution of the Materials.

VIII. Survival and Termination

1. The term of this Agreement shall commence upon your acceptance of this Agreement or your access to the Materials and will continue in full force and effect until terminated in accordance with the terms and conditions of this Agreement.

2. We may terminate this Agreement if You breach any of its terms or conditions. Upon termination of this Agreement, You must cease using the Materials. Section VII, Section IX, and "II. Contributor Agreement" shall survive the termination of this Agreement.

IX. Applicable Law and Jurisdiction

1. This Agreement and any dispute arising from or related to this Agreement shall be governed by the laws of China.

2. The Shanghai People's Court shall have exclusive jurisdiction over any dispute arising from this Agreement.